Terms of Business                   

1) The “Customer” means the party commissioning the provision of service.  Customer may also refer to a partner working for an end customer.  In such cases, the Contractor is engaged as a sub-contractor for the customer.

2) The “Contractor” means and refers to Synchronicity Technology Services Ltd.  Where Synchronicity are acting as a sub contractor, Synchronicity will be expected to comply with reasonable requests (within the scope of delivery) from the end customer.

3) The “Contract” means the agreement between the Customer and the Contractor for the provision of specified service or development work.

4) This Contract represents the entire agreement between the parties. Each party warrants to the other party that has not relied on any representation not recorded here, which has induced it to enter into this Contract.

5) No amendments to this Contract will be valid unless made in writing and signed by all the parties hereto.

6) The development works specified in the Contract will be undertaken on the basis of specific representations and information supplied by the Customer to the Contractor and the Contractor shall not be responsible for any errors, omissions or other failures in the performance of the said work arising from the provision of incorrect or incomplete information by the Customer. The Customer acknowledges that where incorrect or incomplete information has been provided, additional work may be required by the Contractor for which a reasonable additional fee may be payable.  Issues resulting in additional work that are the result of errors within Synchronicity’s control and within scope of the engagement, will not incur additional charges.  Synchronicity will adhere to good industry practice for the migration of data to Dynamics CRM, and all reasonable skill and care will be taken.  Timing of migration cannot be guaranteed, but for time critical portions of the migration, all reasonable efforts will be taken to ensure that migration will be completed in an acceptable timeframe.  Synchronicity will comply with data protection law (requiring data processing agreements to be signed by all parties concerned) and any data protection policy if provided in advance of a migration (as long as it does not impede the ability to complete a migration). 

7) Where the Customer is a corporate body, the Contractor undertakes the work on the basis of an implied undertaking that each of the directors and shareholders of the Customer will indemnify the Contractor for all fees, costs and other charges which for any reason are not paid by the Customer under the terms hereof.

8) The Customer acknowledges that all information in this Contract and which arises as a result of the work undertaken hereunder is confidential and belongs to the Contractor and shall not be disclosed in whole or in part, directly or indirectly to any party without the prior written approval of the Contractor.

9) The Customer undertakes to provide all necessary authorities to third parties to enable the Contractor to perform the whole of the works required under the Contract.

10) The liability of the Contractors in contract, in tort or otherwise arising in connection with the work undertaken under the Contract shall be limited to the fee rendered for the specific assignment, which has been paid in accordance with the terms hereof.

11) Without prejudice and in addition to all other rights and remedies which may arise from any breach of this Contract, in the event that this Contract is terminated for whatever reason prior to the work being completed by the Contractor, the contractor is entitled to such reasonable additional amount of the total charge as corresponds to the work completed in addition to any other payments or compensation which is appropriate under the circumstances.  If work has started on the migration, this will usually amount to 50% of the migration cost.

12) All prices referred to in the Contract are exclusive of Value Added Tax.

13) In the event that any of these terms and conditions or any part of the terms and conditions is judged illegal or unenforceable for any reason the continuation in force of the remainder of these terms and conditions will not be prejudiced.

14) Where the customer is insolvent, bankrupt or otherwise dissolved during or after the migration performed by Synchronicity, any outstanding service charges will be met by any new organisation making use of the data (as long as that data is in use by a new company or organisation).  If outstanding service charges, and interest charges are not paid, then all data migrated by Synchronicity under this agreement must be removed from the destination.  Where the destination system is passed on to another organisation for on going use, this obligation must be included in the manifest.

15) Invoicing for D365 support services is in advance of services, except by arrangement.

16) SLA.  Service Level Agreements for the BCRT Service are outlined below.  Liability, if SLAs are breached is limited to cleared funds already paid to Synchronicity within the current calendar year.

SLA1.  BCRT Issue raised with Synchronicity will receive a response and dedicated support consultant within 30 minutes.  Issues will usually be resolved following the BCRT triage process within 4 working hours, if not the dedicated consultant will work until the issue is completed.

SLA2.  BAU requests will receive a response within 4 hours, and depending on availability will be completed within an agreed timescale